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Bit Digital Inc 8-K Filings

BTBT NASDAQ

Every 8-K that Bit Digital Inc (BTBT) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow BTBT and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full BTBT filings page.

Rhea-AI Summary

Bit Digital, Inc. reported second quarter 2026 results highlighting growth in its infrastructure businesses, stronger operating cash flow, and a treasury-backed financing used to fund development of WhiteFiber’s NC-1 data center campus without selling ETH or issuing equity at either company. Results include consolidated performance of WhiteFiber, with a portion attributable to non-controlling interests.

As of June 30, 2026, Bit Digital held approximately 164,310.5 ETH, valued using a closing ETH price of $1,569, and recorded a non-cash $46.0 million impairment on LsETH, which did not represent a realized loss. The company raised $50 million of liquidity against part of its ETH treasury and provided WhiteFiber a delayed draw term facility with commitments of up to $150 million. WhiteFiber has signed multi-year Cloud Services agreements with more than $540 million of aggregate contract value and, once fully deployed, that portfolio is expected to generate over $200 million of annualized revenue. Bit Digital continued reducing its bitcoin mining exposure and the board is evaluating options to address what it views as a disconnect between its operations and market valuation.

Rhea-AI Summary

Bit Digital Inc. reports that Justin Zhu has notified its Board that he will resign as Senior Vice President of Finance and Chief Accounting Officer, effective August 1, 2026. The change follows his appointment as Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer of WhiteFiber, Inc. as of the same date.

The company states that Zhu’s transition does not result from any disagreement regarding operations, policies or practices. The move occurs under a Transition Services Agreement between Bit Digital and WhiteFiber dated July 30, 2025, which is expected to generally terminate in August 2027.

Rhea-AI Summary

Bit Digital, Inc. held its 2026 Annual Meeting of Shareholders on July 29, 2026, where shareholders approved an amended and restated Articles of Association, replacing the prior charter and including a change to the quorum threshold for shareholder meetings. The meeting was quorate with 194,090,058 Ordinary Shares and 1,000,000 Preference Shares (carrying 50,000,000 votes) represented out of 348,926,820 outstanding Ordinary Shares and 1,000,000 Preference Shares entitled to vote.

All proposals passed, including the election of five directors, adoption of the Company’s 2026 Omnibus Equity Incentive Plan and ratification of Audit Alliance, LLP as independent auditors for the 2026 fiscal year. The governance amendment received 123,329,860 votes for (81.884% affirmative), and the equity plan received 145,923,807 votes for (96.885% affirmative).

Rhea-AI Summary

Bit Digital, Inc. furnished an investor presentation outlining its strategy as a “Strategic Asset Company” focused on Ethereum and AI infrastructure. As of May 31, 2026, it held 162,080 ETH valued at about $324.8 million and owned roughly 27.0 million WhiteFiber (WYFI) shares worth about $755.6 million, retaining ~70% ownership.

The presentation highlights a market net asset value (mNAV) per share of $3.06 versus a BTBT share price of $2.02, implying a ~34% discount based on ETH and WYFI holdings. Bit Digital also describes an ETH‑backed credit facility with Galaxy supporting a delayed‑draw term loan of up to $150 million to finance WhiteFiber buildouts while earning an interest spread and preserving ETH exposure.

Rhea-AI Summary

Bit Digital, Inc. established a bridge financing structure centered on a delayed draw term loan facility of up to $100 million, expandable to $150 million, for Enovum NC-1 Venture, an affiliate of majority-owned subsidiary WhiteFiber. The loan carries a 9.5% annual interest rate that steps down to 8% once a 40 megawatt Phase I of the NC-1 data center is substantially completed and at least 80% of capacity is leased at market rates. Advances are subject to a 3% original issue discount, a 0.50% commitment fee on undrawn capacity at the end of the availability period, and a minimum multiple-on-invested-capital repayment of 1.1x per advance at maturity.

To fund this facility, Bit Digital entered into a Master Digital Currency Loan Agreement with Galaxy Digital, drawing $50 million on May 20, 2026 at a 5.45% annual interest rate under a one-year, automatically renewable term. The company also assigned $20 million of one advance to B. Riley Securities on the same economic terms, with a 90-day term. Independent board committees of both Bit Digital and WhiteFiber approved the transaction, and each board received fairness opinions from financial advisors supporting the loan’s terms for their unaffiliated minority shareholders.

Rhea-AI Summary

Bit Digital, Inc. reported its fiscal year 2025 results and highlighted a major strategic shift toward an Ethereum-focused treasury and AI infrastructure exposure through its majority ownership of WhiteFiber. WhiteFiber’s financials are fully consolidated, with part of net income attributable to non-controlling interests after its August 6, 2025 IPO.

The company now operates as a Strategic Asset Company, concentrating capital on Ethereum staking and its WhiteFiber stake. As of December 31, 2025, about 138,263 ETH were staked, representing roughly 89% of total ETH holdings, and native staking rewards of 1,988.8 ETH generated $7.0 million in revenue in 2025. The average acquisition price across ETH holdings was approximately $3,045.

Bit Digital is winding down bitcoin mining, reducing active hash rate to about 1.5 EH/s with fleet efficiency near 22 J/Th, and generally converting remaining mining proceeds into ETH. The company will host a conference call on April 1, 2026 at 10:00 AM ET to discuss the results and its strategic transition.

Rhea-AI Summary

Bit Digital, Inc. reappointed Ichi Shih as an independent director and Chair of the Audit Committee under a one-year Director Agreement dated December 8, 2025, with automatic one-year renewals unless either party gives 60 days’ notice. She will receive $120,000 per year, paid monthly, and may receive additional equity awards at the Board’s discretion, with indemnification and directors’ and officers’ insurance coverage.

The Board also approved an interim cash dividend to Geney Development Limited, the holder of 1,000,000 preference shares, of $0.80 per Preference Share, totaling $800,000, to be paid from retained earnings. Geney is owned 30% by CFO and director Erke Huang and 70% by independent director and former Chair Zhaohui Deng.

Rhea-AI Summary

Bit Digital, Inc. filed a current report to share that it will present at the RedChip Fintech & DATS Investors Conference on February 4, 2026. The company prepared an investor presentation, attached as Exhibit 99.1, which it may reuse or modify in future discussions with investors and other stakeholders.

The company notes that the presentation and this report contain forward-looking statements subject to risks and uncertainties, and clarifies that the materials are furnished under Regulation FD rather than filed, limiting their use under certain securities law provisions.

Rhea-AI Summary

Bit Digital, Inc. reported a corporate governance change, stating that board member Xiashu Bill Xiong has resigned from its Board of Directors. His resignation is documented in a letter dated December 9, 2025, which is referenced as an exhibit to the report.

The company remains listed on the Nasdaq Capital Market under the trading symbol BTBT, and the report is signed by Chief Executive Officer Sam Tabar on behalf of the registrant.

Rhea-AI Summary

Bit Digital, Inc. reported changes involving director and advisor Amanda Cassatt and a consulting arrangement with her firm. On June 18, 2025, the company entered into a Consulting Agreement with Serotonin Inc., where Ms. Cassatt is a principal and has an interest in the arrangement. The agreement runs for six months, expiring December 18, 2025, and automatically renews for additional six-month terms unless either party gives at least thirty days’ written notice. It can also be terminated for Cause as defined in the agreement. Serotonin assigned to Bit Digital all rights to the defined Work Product, and the agreement includes a one-year post-termination non-solicitation provision. Bit Digital will pay Serotonin a monthly cash retainer of $30,000. The company also filed as exhibits a Director Agreement with Ms. Cassatt dated December 10, 2025 and the Serotonin Consulting Agreement.

Rhea-AI Summary

Bit Digital, Inc. (BTBT) furnished an update on its business by issuing a press release and holding a conference call covering financial results for the quarter ended September 30, 2025. The press release is furnished as Exhibit 99.1 and titled “Bit Digital, Inc. Announces Financial Results for the Third Quarter of Fiscal Year 2025.”

The information under Item 2.02 is furnished and not deemed “filed” for purposes of Section 18 of the Exchange Act.

Rhea-AI Summary

Bit Digital (BTBT) furnished preliminary Q3 2025 results. The company expects unaudited revenue for the three months ended September 30, 2025 of $28.9 million to $32.0 million, and cost of revenue (exclusive of depreciation) of $11.5 million to $12.7 million. Cash and cash equivalents as of September 30, 2025 are estimated at $173.7 million to $184.5 million.

These figures are management’s preliminary estimates and remain subject to completion of financial closing procedures. The company’s independent auditor, Audit Alliance LLP, has not audited, reviewed, or compiled this preliminary information and does not express an opinion on it.

Rhea-AI Summary

Bit Digital, Inc. released preliminary, estimated and unaudited results for the two months ended August 31, 2025. The Company expects revenue of about $20.1 million to $22.2 million, cost of revenue (excluding depreciation) of $8.2 million to $9.0 million, and cash and cash equivalents of roughly $163.7 million to $173.9 million as of August 31, 2025. These figures are based on information available as of September 29, 2025 and remain subject to completion of financial closing procedures and review.

The filing also highlights expansion plans for WhiteFiber, Inc., its high performance computing subsidiary. WhiteFiber plans to complete its MTL-3 data center near Montreal in the fourth quarter of 2025, its NC-1 industrial/manufacturing site in North Carolina in the first quarter of 2026 with revenue expected to begin in May 2026, and its MTL-2 Tier-3 data center expansion in the first half of 2026. Bit Digital is additionally providing updated risk factor disclosures for WhiteFiber as Exhibit 99.1.

Rhea-AI Summary

Bit Digital, Inc. reported that shareholders approved a substantial increase in the company’s authorized share capital at a General Meeting. Authorized capital will rise from US$3,500,000, divided into 340,000,000 Ordinary Shares and 10,000,000 Preference Shares of US$0.01 each, to US$10,100,000, divided into 1,000,000,000 Ordinary Shares and 10,000,000 Preference Shares of US$0.01 each. This change gives the company the ability to issue significantly more ordinary shares in the future if it chooses to do so.

At the meeting, 106,894,178 Ordinary Shares and 1,000,000 Preference Shares (with 50 million votes) were represented out of 319,965,103 outstanding Ordinary Shares and 1,000,000 Preference Shares entitled to vote, meeting the required quorum under Cayman Islands law. The resolution to increase authorized share capital received 104,463,587 votes for, 50,525,969 against, and 1,904,622 abstentions, with 66.7% of votes cast in favor.

Rhea-AI Summary

Bit Digital, Inc. is reconvening a shareholder meeting to vote on a major increase in its authorized share capital. The meeting, originally noticed on August 5, 2025, is now scheduled for September 25, 2025 at 9:00 a.m. (ET).

Shareholders are being asked to approve an ordinary resolution to raise the company’s authorized share capital from US$3,500,000, divided into 340,000,000 Ordinary Shares and 10,000,000 Preference Shares of US$0.01 each, to US$10,100,000, divided into 1,000,000,000 Ordinary Shares and 10,000,000 Preference Shares of US$0.01 each. This change would significantly expand the number of Ordinary Shares the company is permitted to issue in the future, while leaving the authorized Preference Share count unchanged.

Rhea-AI Summary

Bit Digital, Inc. has reconvened its extraordinary general meeting of shareholders to September 24, 2025 at 9:00 a.m. (ET) to vote on a major change to its capital structure. Shareholders are being asked to approve an ordinary resolution to increase the Company’s authorized share capital from US$3,500,000, divided into 340,000,000 ordinary shares and 10,000,000 preference shares of US$0.01 each, to US$10,100,000, divided into 1,000,000,000 ordinary shares and 10,000,000 preference shares of US$0.01 each. The Board had previously resolved to adjourn the earlier scheduled meeting to allow additional time for solicitation and voting of proxies.

Rhea-AI Summary

Bit Digital, Inc. reported that its General Meeting of Shareholders on September 17, 2025, could not proceed with voting because a quorum was not present. The meeting had been called to consider an ordinary resolution to increase the company’s authorized share capital from US$3,500,000, divided into 340,000,000 Ordinary Shares and 10,000,000 Preference Shares of US$0.01 each, to US$10,100,000, divided into 1,000,000,000 Ordinary Shares and 10,000,000 Preference Shares of US$0.01 each.

In line with its articles of association under Cayman Islands law, shareholders approved an ordinary resolution to adjourn the meeting to permit further solicitation and voting of proxies. The company advises that the General Meeting has tentatively been reconvened to Tuesday, September 23, 2025 at 9:00 a.m.

Rhea-AI Summary

Bit Digital, Inc. reconvened its General Meeting of Shareholders on September 17, 2025 to seek approval for a sizable increase in its authorized share capital. The proposed ordinary resolution would raise authorized capital from US$3,500,000, divided into 340,000,000 Ordinary Shares and 10,000,000 Preference Shares of US$0.01 each, to US$10,100,000, divided into 1,000,000,000 Ordinary Shares and 10,000,000 Preference Shares of US$0.01 each.

A quorum was not present at the meeting. Under the company’s Cayman Islands articles of association, shareholders passed an ordinary resolution to adjourn the meeting to allow further proxy solicitation and voting. The General Meeting has been tentatively rescheduled to reconvene on Monday, September 22, 2025 at 9:00 a.m., with the final time and place to be set by the board and at least 24 hours’ notice to be given via a filing with the SEC.

Rhea-AI Summary

Bit Digital, Inc. convened a General Meeting of Shareholders on September 10, 2025 to vote on a major increase in its authorized share capital. The proposal would raise authorized capital from US$3,500,000, divided into 340,000,000 Ordinary Shares and 10,000,000 Preference Shares of US$0.01 each, to US$10,100,000, divided into 1,000,000,000 Ordinary Shares and 10,000,000 Preference Shares of US$0.01 each. A quorum was not present, so under the company’s Cayman Islands articles of association the meeting was adjourned to September 17, 2025, leaving the proposed increase still pending shareholder approval.

Rhea-AI Summary

Bit Digital, Inc. furnished a Form 8-K reporting a material event and attached an Investor Presentation as Exhibit 99.1 dated September 2025 titled "ETH Powered. Publicly Traded." The filing indicates the company provided written communications under Rule 425 and soliciting/pre‑commencement communications categories but contains no financial results, transaction details, or earnings information. The Form 8-K is signed by Samir Tabar, Chief Executive Officer. This filing supplies a strategic presentation for investors but does not disclose operating metrics, revenue, financings, or binding agreements.

Rhea-AI Summary

Bit Digital, Inc. filed a current report to note that it will hold its second quarter earnings call on August 15, 2025 and is furnishing an accompanying investor presentation as Exhibit 99.1. The presentation, dated August 2025 and titled “There is no second best to rewrite the financial system,” may be used in future meetings with investors, analysts, lenders, business partners, acquisition candidates, customers, employees and other interested parties.

The company states that the information in the investor presentation and this report is being furnished under Regulation FD, not filed, and that it does not admit the materiality of the information. The presentation includes forward-looking statements, with related risks and uncertainties discussed on page 2 of that document.

Rhea-AI Summary

Bit Digital completed an offering of its subsidiary WhiteFiber, which sold 9,375,000 ordinary shares at $17.00 per share, generating gross proceeds of $159,375,000 before underwriting discounts and offering expenses. All offered shares were sold by WhiteFiber and, after the offering, Bit Digital holds approximately 74.3% of WhiteFiber’s issued and outstanding ordinary shares. A 30-day underwriter option for up to 1,406,250 additional shares, if exercised in full, would reduce Bit Digital’s ownership to approximately 71.5%.

Bit Digital contributed its HPC business to WhiteFiber in exchange for 27,043,749 WhiteFiber ordinary shares. The Contribution transferred assets primarily related to the HPC business to WhiteFiber while WhiteFiber’s liabilities and certain WhiteFiber-related assets were allocated as described; other Bit Digital assets and liabilities were retained by Bit Digital. Assets were transferred on an "as is, where is" basis with limited representations and warranties.

Bit Digital and WhiteFiber entered into a Transition Services Agreement under which Bit Digital will provide specified finance, tax, legal, HR, IT, insurance and other administrative services at cost, with WhiteFiber estimating average fees of approximately $155,000 per month (exclusive of share-based compensation). The services term generally extends up to 24 months, and each party indemnifies the other for material breaches and certain misconduct while excluding liability for indirect or consequential damages.

Rhea-AI Summary

Bit Digital (NASDAQ:BTBT) announced two major strategic initiatives in an 8-K filing. The company plans to spin off its HPC subsidiary WhiteFiber through an IPO and is transitioning to become a pure-play Ethereum staking and treasury company. As of March 31, 2025, BTBT held 24,434 ETH ($44.6M) with 21,568 ETH staked through Figment Inc., generating a 3.2% annual yield in 2024. The company also holds 417.6 bitcoin ($34.5M) and plans to divest its bitcoin mining operations to redeploy capital into ETH.

The strategic shift follows increased regulatory clarity from the GENIUS Act. BTBT uses Fireblocks and Cactus Custody for ETH custody and aims to grow ETH holdings through staking rewards, positioning itself as a regulated vehicle for long-term ETH exposure.